SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 

TrueCar, Inc.

 

(Name of Issuer)

Common Stock, $0.0001 par value per share

 

(Title of Class of Securities)

89785L107

 

(CUSIP Number)

December 31, 2014

 

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No.  89785L107 13G Page 2 of 9 Pages
   1  

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

(ENTITIES ONLY)

 

Paul G. Allen

   2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x(1)

 

   3  

SEC USE ONLY

 

    

   4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

U.S.

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

   5  

SOLE VOTING POWER

 

5,527,441 (2)

   6  

SHARED VOTING POWER

 

0

   7  

SOLE DISPOSITIVE POWER

 

5,527,441 (2)

   8  

SHARED DISPOSITIVE POWER

 

0

   9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,527,441 (2)

  10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

    

  11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.1% (3)

  12  

TYPE OF REPORTING PERSON

 

IN

 

(1) This Schedule 13G is filed by Paul G. Allen, Cougar Investment Holdings LLC (“Cougar”), Vulcan Capital Growth Equity Management LLC (“VCGE Management”) and Vulcan Capital Growth Equity LLC (“VCGE” and, together with Paul G. Allen, Cougar and VCGE Management, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) Mr. Allen has sole voting and dispositive power over the 4,860,775 shares of common stock (the “Shares”), and warrants to purchase up to 666,666 shares of common stock that are exercisable within 60 days of the date of this report (together with the Shares, the “Securities”) held of record by VCGE. Mr. Allen is not a holder of record of any of the Securities, and disclaims all beneficial ownership in the Securities held by VCGE, except to the extent of his pecuniary interest therein.

 

(3) Based upon 77,814,334 shares of common stock of the Company outstanding as of November 11, 2014, as reported by the Company in its prospectus filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2014, plus 666,666 shares of common stock subject to warrants held by the Reporting Persons that are exercisable within 60 days of the date of this report.

 


CUSIP No.  89785L107 13G Page 3 of 9 Pages
   1  

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

(ENTITIES ONLY)

 

Cougar Investment Holdings LLC (“Cougar”)

   2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

   3  

SEC USE ONLY

 

    

   4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

   5  

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

0

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

0

   9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,527,441 (1)

  10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

    

  11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.1% (2)

  12  

TYPE OF REPORTING PERSON

 

OO

 

(1) Cougar is the managing member of VCGE Management, which is the manager of VCGE, which is the record holder of the Securities. Cougar is not a record holder of the Securities and disclaims all beneficial ownership in the Securities, except to the extent of its pecuniary interest therein. Paul G. Allen is the sole owner of Cougar, and has sole voting and dispositive power over the Securities.

 

(2) Based upon 77,814,334 shares of common stock of the Company outstanding as of November 11, 2014, as reported by the Company in its prospectus filed with the SEC on November 12, 2014, plus 666,666 shares of common stock subject to warrants held by the Reporting Persons that are exercisable within 60 days of the date of this report.

 


CUSIP No.  89785L107 13G Page 4 of 9 Pages
   1  

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

(ENTITIES ONLY)

 

Vulcan Capital Growth Equity Management LLC (“VCGE Management”)

   2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

   3  

SEC USE ONLY

 

    

   4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

   5  

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

0

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

0

   9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,527,441 (1)

  10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

    

  11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.1% (2)

  12  

TYPE OF REPORTING PERSON

 

OO

 

(1) VCGE Management is the manager of VCGE, which is the record holder of the Securities. VCGE Management is not a record holder of the Securities and disclaims all beneficial ownership in the Securities, except to the extent of its pecuniary interest therein. Paul G. Allen is the sole owner of Cougar, which is the managing member of VCGE Management and has sole voting and dispositive power over the Securities.

 

(2) Based upon 77,814,334 shares of common stock of the Company outstanding as of November 11, 2014, as reported by the Company in its prospectus filed with the SEC on November 12, 2014, plus 666,666 shares of common stock subject to warrants held by the Reporting Persons that are exercisable within 60 days of the date of this report.

 


CUSIP No.  89785L107 13G Page 5 of 9 Pages
   1  

NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

(ENTITIES ONLY)

 

Vulcan Capital Growth Equity LLC (“VCGE”)

   2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

   3  

SEC USE ONLY

 

    

   4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

   5  

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

0

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

0

   9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,527,441 (1)

  10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

    

  11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.1% (2)

  12  

TYPE OF REPORTING PERSON

 

OO

 

(1) VCGE is the record holder of the Securities. VCGE is managed by VCGE Management, which in turn is managed by Cougar. Mr. Allen, who is the sole owner of Cougar, has sole voting and dispositive power over the Securities. Mr. Allen, Cougar and VCGE Management are not record holders of the Securities and disclaim all beneficial ownership in the Securities held by VCGE, except to the extent of their respective pecuniary interest therein.

 

(2) Based upon 77,814,334 shares of common stock of the Company outstanding as of November 11, 2014, as reported by the Company in its prospectus filed with the SEC on November 12, 2014, plus 666,666 shares of common stock subject to warrants held by the Reporting Persons that are exercisable within 60 days of the date of this report.

 


CUSIP No.  89785L107   13G   Page 6 of 9 Pages

 

 

Item 1(a) Name of Issuer:

TrueCar, Inc.

 

Item 1(b) Address of Issuer’s Principal Executive Offices:

 

     120 Broadway, Suite 200, Santa Monica, CA 90401

 

Item 2(a) Name of Person Filing:

 

  (i) Paul G. Allen;

 

  (ii) Cougar Investment Holdings LLC (“Cougar”);

 

  (iii) Vulcan Capital Growth Equity Management LLC (“VCGE Management”);

 

  (iv) Vulcan Capital Growth Equity LLC (“VCGE”).

The foregoing persons hereinafter sometimes collectively are referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons’ agreement in writing to file this statement on behalf of each of them is attached as Exhibit 99.1 hereto.

 

Item 2(b) Address of Principal Business Office or, If None, Residence

 

  (i) 505 Fifth Avenue South, Suite 900, Seattle, WA 98104

 

  (ii) 505 Fifth Avenue South, Suite 900, Seattle, WA 98104

 

  (iii) 505 Fifth Avenue South, Suite 900, Seattle, WA 98104

 

  (iv) 505 Fifth Avenue South, Suite 900, Seattle, WA 98104

 

Item 2(c) Citizenship:

 

  (i) U.S.

 

  (ii) Delaware

 

  (iii) Delaware

 

  (iv) Delaware

 

Item 2(d) Title of Class of Securities:

Common Stock, $0.0001 par value per share

 

Item 2(e) CUSIP Number:

89785L107

 


CUSIP No.  89785L107   13G   Page 7 of 9 Pages

 

Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) q Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)

(b) q Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) q Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) q Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e) q An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

(f) q An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);

(g) q A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

(h) q A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) q A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) q A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k) q Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:                     

Not applicable.

 

Item 4. Ownership

 

Reporting Person

   Sole
Voting
Power
     Shared
Voting
Power
     Sole
Dispositive
Power
     Shared
Dispositive
Power
     Beneficial
Ownership
     Percentage
of Class*
 

Paul G. Allen

     5,527,441         0         5,527,441         0         5,527,441         7.1

Cougar

     0         0         0         0         5,527,441         7.1

VCGE Management

     0         0         0         0         5,527,441         7.1

VCGE

     0         0         0         0         5,527,441         7.1

Paul G. Allen, who is the sole owner of Cougar, has sole voting and dispositive power over the aggregate 5,527,441 shares, which includes 4,860,775 shares of common stock and warrants to purchase 666,666 shares of common stock that are exercisable within 60 days of the date of this report (together, the “Securities”), held of record by VCGE. Cougar is the managing member of VCGE Management, which is the manager of VCGE. Mr. Allen, Cougar and VCGE Management disclaim all beneficial ownership in the Securities held by VCGE, except to the extent of their respective pecuniary interest therein.

* Based upon 77,814,334 shares of common stock of the Company outstanding as of November 11, 2014, as reported by the Company in its prospectus filed with the SEC on November 12, 2014, plus 666,666 shares of common stock subject to warrants held by the Reporting Persons that are exercisable within 60 days of the date of this report.

 


CUSIP No.  89785L107   13G   Page 8 of 9 Pages

 

 

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner or more than five percent of the class of securities, check the following box:  ¨

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7. Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

Not applicable.

 

Item 9. Notice of Dissolution of Group

Not applicable.

 

Item 10. Certifications

Not applicable.

 


CUSIP No.  89785L107   13G   Page 9 of 9 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 13, 2015     PAUL G. ALLEN
    By:  

/s/ WILLIAM BENACK

    Name:  

William Benack

    Title:  

Attorney-in-fact for Paul G. Allen

Dated: February 13, 2015     COUGAR INVESTMENT HOLDINGS LLC
    By:  

/s/ WILLIAM BENACK

    Name:  

William Benack

    Title:  

Vice President

Dated: February 13, 2015     VULCAN CAPITAL GROWTH EQUITY MANAGEMENT LLC
    By Cougar Investment Holdings LLC, its Managing Member
    By:  

/s/ WILLIAM BENACK

    Name:  

William Benack

    Title:  

Vice President

Dated: February 13, 2015     VULCAN CAPITAL GROWTH EQUITY LLC
    By Vulcan Capital Growth Equity Management LLC, its Manager
    By Cougar Investment Holdings LLC, its Managing Member
    By:  

/s/ WILLIAM BENACK

    Name:  

William Benack

    Title:  

Vice President

 


EXHIBIT INDEX

 

Exhibit

  

Title

99.1    Joint Filing Agreement dated February 13, 2015 among the Reporting Persons
99.2    Power of Attorney
EX-99.1

EXHIBIT 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13G (including amendments thereto) with respect to the common stock par value $0.0001 per share of TrueCar, Inc., a Delaware corporation, and that this agreement be included as an exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

Dated: February 13, 2015     PAUL G. ALLEN
    By:  

/s/ WILLIAM BENACK

    Name:  

William Benack

    Title:  

Attorney-in-fact for Paul G. Allen

Dated: February 13, 2015     COUGAR INVESTMENT HOLDINGS LLC
    By:  

/s/ WILLIAM BENACK

    Name:  

William Benack

    Title:  

Vice President

Dated: February 13, 2015     VULCAN CAPITAL GROWTH EQUITY MANAGEMENT LLC
    By Cougar Investment Holdings LLC, its Managing Member
    By:  

/s/ WILLIAM BENACK

    Name:  

William Benack

    Title:  

Vice President

Dated: February 13, 2015     VULCAN CAPITAL GROWTH EQUITY LLC
    By Vulcan Capital Growth Equity Management LLC, its Manager
    By:  

/s/ WILLIAM BENACK

    Name:  

William Benack

    Title:  

Vice President

EX-99.2

EXHIBIT 99.2

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes, designates and appoints Paul Ghaffari, David R. Stewart and William Benack as his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution and full power to act alone and without the other, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to execute, acknowledge, deliver and file any and all filings required by the Securities Exchange Act of 1934, as amended, including Sections 13 and 16 of such Act, and the rules and regulations thereunder, and requisite documents in connection with such filings, including but not limited to Forms 3, 4 and 5, Schedules 13D and 13G and Form 13H under such act and any amendments thereto.

This power of attorney shall be valid from the date hereof until revoked by the undersigned.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of the 8th day of February, 2013.

 

/s/ Paul G. Allen
Paul G. Allen